0001103132-03-000054 Sample Contracts

Contract
Convertible Debenture • May 27th, 2003 • Direct Response Financial Services Inc • Services-business services, nec • California

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

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Consulting Agreement
Consulting Agreement • May 27th, 2003 • Direct Response Financial Services Inc • Services-business services, nec • California

THIS AGREEMENT is made effective as of the ____ day of May, 2002 by and between Direct Response Financial Services, Inc., a Delaware Corporation (the “Company”) and Anecius Holding Company, LLC, a Colorado limited liability company (the “Consultant”).

KEY EXECUTIVE EMPLOYMENT AGREEMENT
Key Executive Employment Agreement • May 27th, 2003 • Direct Response Financial Services Inc • Services-business services, nec

THIS KEY EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 24th day of April, 2002 (the “Effective Date”), by and between DIRECT RESPONSE FINANCIAL SERVICES, INC., a Delaware Corporation (the “Company”), and RODNEY RAY, (the “Executive”).

OPTION AGREEMENT FOR LIMITED LIABILITY COMPANY INTEREST
Option Agreement • May 27th, 2003 • Direct Response Financial Services Inc • Services-business services, nec

THIS AGREEMENT is made effective as of the ____ day of June, 2002, by and between Direct Response Financial Services, Inc., a Colorado Corporation (OTCBB:DRFL) (the “Company”); and T. Randolph Catanese, a California individual resident (the “Optionee”).

KEY EXECUTIVE EMPLOYMENT AGREEMENT
Key Executive Employment Agreement • May 27th, 2003 • Direct Response Financial Services Inc • Services-business services, nec • California

THIS KEY EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 4th day of April, 2003 (the “Effective Date”), by and between DIRECT RESPONSE FINANCIAL SERVICES, INC., a Delaware Corporation (the “Company”), and TED KOZUB (the “Executive”).

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